The DirecTV Group (DTV)

11. Limitations on Acceleration; Reduction in Benefits.

(a) Limitation on Acceleration. Notwithstanding anything contained herein or in the Plan or any other agreement to the contrary, in no event shall the vesting of an Option be accelerated pursuant to Section 14 of the Plan to the extent that DIRECTV would be denied a federal income tax deduction for such vesting because of Section 280G of the Code and, in such circumstances, such Option will continue to vest in accordance with and subject to the other provisions hereof.

(b) Reduction in Benefits. If Executive would be entitled to benefits, payments or coverage hereunder and under any other plan, program or agreement which would constitute “parachute payments,” then notwithstanding any other provision hereof or of any other existing agreement to the contrary, Executive may by written notice to the Secretary of DIRECTV designate the order in which such “parachute payments” shall be reduced or modified so that DIRECTV is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code.

(c) Determination of Limitations. The term “parachute payments” shall have the meaning set forth in and be determined in accordance with Section 280G of the Code and regulations issued thereunder. All determinations required by this Section 11, including without limitation the determination of whether any benefit, payment or coverage would constitute a parachute payment, the calculation of the value of any parachute payment and the determination of the extent to which any parachute payment would be nondeductible for federal income tax purposes because of Section 280G of the Code, shall be made by an independent accounting firm (other than DIRECTV’s outside auditing firm) having nationally recognized expertise in such matters selected by the Committee. Any such determination by such accounting firm shall be binding on DIRECTV and Executive.

12. Executive not a Stockholder. Neither Executive nor any other person entitled to exercise any Option shall have any of the rights or privileges of a stockholder of DIRECTV as to any shares of Common Stock subject to the Options until the issuance and delivery to him or such other person of a certificate evidencing the shares of Common Stock registered in his or such other person’s name. No adjustment will be made for dividends or other rights as a stockholder as to which the record date is prior to such date of delivery.

13. No Guarantee of Continued Service . Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by DIRECTV, confers upon Executive any right to remain employed by DIRECTV, interferes in any way with the right of DIRECTV at any time to terminate such employment or affects the right of DIRECTV to increase or decrease Executive’s other compensation or benefits. Nothing in this Section 13, however, is intended to adversely affect any independent contractual right of Executive under the Employment Agreement (or any other agreement between DIRECTV and Executive) without his consent thereto. Employment for any period of time (including a substantial period of time) after the date of this Agreement will not entitle Executive to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment if the express conditions to vesting pursuant to this Agreement have not been satisfied.

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14. Non-Transferability of Option. The Options and any other rights of Executive under this Agreement or the Plan are nontransferable except as provided in Section 15(h) of the Plan.

15. Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to DIRECTV at its office located at 2250 East Imperial Highway, El Segundo, California 90245, to the attention of the Corporate Secretary and to Executive at the address given beneath Executive’s signature hereto, or at such other address as either party may hereafter designate in writing to the other.

16. Effect of Award Agreement. This Agreement shall be binding upon and inure to the benefit of any successor or successors of DIRECTV, except to the extent the Committee determines otherwise.

17. Entire Agreement; Governing Law. The Plan is incorporated herein and made a part hereof by this reference. Subject to Section 19 below, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of DIRECTV and Executive with respect to the subject matter hereof. The construction, interpretation, performance and enforcement of this Agreement and the Options shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

18. Plan. The Options and all rights of Executive with respect thereto are subject to, and Executive agrees to be bound by, all of the terms and conditions of the provisions of the Plan, to the extent such provisions are applicable to Awards granted to Eligible Persons. Executive acknowledges receipt of a copy of the Plan and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of this Agreement, provisions of the Plan that confer discretionary authority on the Committee do not (and shall not be deemed to) create any rights in Executive unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Committee specifically so conferred by appropriate action of the Committee under the Plan after the date hereof.

19. Employment Agreement. If any provision of this Agreement is inconsistent with any provision of the Employment Agreement, the provisions of the Employment Agreement shall control.

20. Amendment. This Agreement may be amended in accordance with the terms of the Plan. Any such amendment must be in writing and signed by DIRECTV. The terms and conditions of this Agreement may not be restricted or limited by any amendment of this Agreement or the Plan without Executive’s consent

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute on and the same instrument.

22. Section Headings. The Section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

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IN WITNESS WHEREOF, DIRECTV has caused this Agreement to be executed on its behalf by a duly authorized member of its Compensation Committee and Executive has hereunto set his hand as of the date and year first written above.

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12. Limitations on Acceleration; Reduction in Benefits.

(a) Limitation on Acceleration. Notwithstanding anything contained herein or in the Plan or any other agreement to the contrary, in no event shall the vesting of the Award be accelerated pursuant to Section 14 of the Plan to the extent that DIRECTV would be denied a federal income tax deduction for such vesting because of Section 280G of the Code and, in such circumstances, the Award will continue to vest in accordance with and subject to the other provisions hereof.

(b) Reduction in Benefits. If Executive would be entitled to benefits, payments or coverage hereunder and under any other plan, program or agreement which would constitute “parachute payments,” then notwithstanding any other provision hereof or of any other existing agreement to the contrary, Executive may by written notice to the Secretary of DIRECTV designate the order in which such “parachute payments” shall be reduced or modified so that DIRECTV is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code.

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(c) Determination of Limitations. The term “parachute payments” shall have the meaning set forth in and be determined in accordance with Section 280G of the Code and regulations issued thereunder. All determinations required by this Section 12, including without limitation the determination of whether any benefit, payment or coverage would constitute a parachute payment, the calculation of the value of any parachute payment and the determination of the extent to which any parachute payment would be nondeductible for federal income tax purposes because of Section 280G of the Code, shall be made by an independent accounting firm (other than DIRECTV’s outside auditing firm) having nationally recognized expertise in such matters selected by the Committee. Any such determination by such accounting firm shall be binding on DIRECTV and Executive.

13. Executive not a Stockholder. Neither Executive nor any Beneficiary or Personal Representative of Executive shall have any of the rights or privileges of a stockholder of DIRECTV as to any shares of Common Stock subject to the Award until the issuance and delivery to him or such other person of a certificate evidencing the shares registered in his or such other person’s name. No adjustment will be made for dividends or other rights as a stockholder as to which the record date is prior to such date of delivery.

14. No Guarantee of Continued Service . Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by DIRECTV or confers upon Executive any right to remain employed by DIRECTV, interferes in any way with the right of DIRECTV at any time to terminate such employment or affects the right of DIRECTV to increase or decrease Executive’s other compensation or benefits. Nothing in this Section 14, however, is intended to adversely affect any independent contractual right of Executive under the Employment Agreement (or any other agreement between DIRECTV and Executive) without his consent thereto. Employment for any period of time (including a substantial period of time) after the Award Date will not entitle Executive to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment if the express conditions to vesting pursuant to this Agreement have not been satisfied.

15. Non-Transferability of Award. The Award and any other rights of Executive under this Agreement or the Plan are nontransferable except as provided in Section 15(h) of the Plan.

16. Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to DIRECTV at 2250 East Imperial Highway, El Segundo, California 90245, to the attention of the Corporate Secretary and to Executive at the address given beneath Executive’s signature hereto, or at such other address as either party may hereafter designate in writing to the other.

17. Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of any successor or successors of DIRECTV, except to the extent the Committee determines otherwise.

18. Entire Agreement; Governing Law. The Plan is incorporated herein and made a part hereof by this reference. Subject to Section 20 below, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and

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supersede in their entirety all prior undertakings and agreements of DIRECTV and Executive with respect to the subject matter hereof. The construction, interpretation, performance and enforcement of this Agreement and the Award shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

19. Plan. The Award and all rights of Executive with respect thereto are subject to, and Executive agrees to be bound by, all of the terms and conditions of the provisions of the Plan, to the extent such provisions are applicable to Awards granted to Eligible Persons. Executive acknowledges receipt of a copy of the Plan, and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of this Agreement, provisions of the Plan that confer discretionary authority on the Committee do not (and shall not be deemed to) create any rights in Executive unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Committee specifically so conferred by appropriate action of the Committee under the Plan after the date hereof.

20. Employment Agreement. If any provision of this Agreement is inconsistent with any provision of the Employment Agreement, the provisions of the Employment Agreement shall control.

21. Tax Withholding. Upon the distribution of shares of the Common Stock in respect of the Stock Units (including Dividend Equivalents, if any) or payment of cash in lieu thereof pursuant to Section 8(e) or otherwise in accordance with the Plan, DIRECTV shall have the right at its option to (a) require Executive to pay or provide for payment in cash of the amount of any taxes that DIRECTV may be required to withhold with respect to such distribution, or (b) deduct from any amount payable to Executive the amount of any taxes which DIRECTV may be required to withhold with respect to such payment and/or distribution. In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock or other payment under this Agreement, the Committee may, in its sole discretion, direct DIRECTV to reduce the number of shares of Common Stock to be delivered by (or otherwise reacquire) the appropriate number of shares of Common Stock, valued at their then Fair Market Value, to satisfy such withholding obligation.

22. Limitation on Executive’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of DIRECTV as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Executive shall have only the rights of a general unsecured creditor of DIRECTV with respect to amounts credited and benefits payable in cash, if any, with respect to the Stock Units and the Dividend Equivalents (if any), and rights no greater than the right to receive the Common Stock (or equivalent value) as a general unsecured creditor with respect to Stock Units and the Dividend Equivalents (if any), as and when payable hereunder.

23. Amendment. This Agreement may be amended in accordance with the terms of the Plan. Any such amendment must be in writing and signed by DIRECTV. The terms and conditions of this Award may not be restricted or limited by any amendment of this Agreement or the Plan without Executive’s consent.

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24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

25. Section Headings. The Section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

IN WITNESS WHEREOF, DIRECTV has caused this Agreement to be executed on its behalf by a duly authorized member of its Compensation Committee and Executive has hereunto set his hand as of the date and year first above written.

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